McGlynn Agreement

RALCORP HOLDINGS, INC. AGREES TO PURCHASE

CONCEPT 2 BAKERS, A FROZEN BAKERY PRODUCTS COMPANY

St. Louis, MO, February 18, 2004. . . Ralcorp Holdings, Inc. (NYSE:RAH) announced today that it signed a definitive agreement to purchase the assets of Concept 2 Bakers (C2B), including a bakery located in Fridley, Minnesota, a northern suburb of Minneapolis. The terms of the agreement were not disclosed. C2B is a leading manufacturer of high quality, frozen par-baked artisan breads and has annual net sales of approximately $34 million. C2B also produces other frozen bakery products including par-baked custom breads, baked deli sandwich breads, and baked and unbaked cutout and standard cookies. The products are sold throughout the United States to the in-store bakeries of grocers and mass
 merchandisers, and to food service customers. The Fridley bakery currently employs approximately 200 people. 

The transaction is expected to close by the end of February. Ralcorp’s Bremner, Inc. subsidiary will operate C2B as part of its existing Lofthouse Foods in-store bakery business. Ralcorp stated: “We are pleased to have the opportunity to add C2B’s frozen bakery goods to our existing product offerings. Ralcorp is looking forward to operating the Fridley facility as a key part of Ralcorp’s in-store bakery business. Frozen par-baked bread is a great fit with Lofthouse’s existing products. In addition, C2B’s products will complement Bakery Chef’s existing sales of high quality frozen baked breads and rolls to the food service channel.” 

C2B is a division of McGlynn Bakeries, LLC. McGlynn’s is family owned and operated, and until late last year, also operated a fresh bakery division. Ralcorp did not purchase the assets associated with that division. 

Ralcorp produces a variety of store brand foods that are sold under the individual labels of various grocery, mass merchandise and drug store retailers, and frozen bakery products that are sold to restaurant and food service customers. Ralcorp’s diversified product mix includes: ready-to-eat and hot cereals; crackers and cookies; snack nuts; chocolate candy; salad dressings; mayonnaise; peanut butter; jams and jellies; syrups; sauces; frozen griddle products including pancakes, waffles and French toast; frozen biscuits, and other frozen pre-baked products such as breads and muffins. In addition, Ralcorp holds an interest of approximately 21 percent in Vail Resorts, Inc., the premier mountain resort operator in North America. 

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NOTE: Information in this press release that includes information other than historical data contains forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. These statements are sometimes identified by their use of terms and phrases such as “should,” “will,” “can,” “believes,” “could,” “likely,” “anticipates,” “intends,” “plans,” “expects,” or similar expressions. Any such forward-looking statements are made based on information currently known and are subject to various risks and uncertainties and are therefore qualified by the Company's cautionary statements contained in its filings with the Securities and Exchange Commission. In addition to such cautionary statements, Ralcorp will not achieve the anticipated benefits of the C2B asset acquisition if t he results of operations of the acquired business decline or Ralcorp does not complete the acquisition.

Missouri	1-12619	43-1766315
(State or other	(Commission	(I.R.S. Employer
Jurisdiction of	File Number)	Identification No.)
Incorporation)

800 Market Street, Suite 2900
St. Louis, MO		63101
(Address of principal		(Zip Code)
executive offices)

Date: February 18, 2004	By: /s/T. G. Granneman
	T. G. Granneman
	Duly Authorized Signatory and
	Chief Accounting Officer